Form 6-K
Table of Contents

FORM 6-K

 


 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

REPORT OF FOREIGN PRIVATE ISSUER

 

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of December 2004

 

Commission File Number 1-8320

 


 

Hitachi, Ltd.

(Translation of registrant’s name into English)

 


 

6-6, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-8280, Japan

(Address of principal executive offices)

 


 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F       ×             Form 40-F              

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):             

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):             

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes                      No       ×    

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-            

 



Table of Contents

This report on Form 6-K contains the following:

 

1. Consolidated financial statements for the first half of the fiscal year ending March 31, 2005.

 

2. Press release dated December 27, 2004 regarding Hitachi’s purchase of Clarion shares.


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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

       

Hitachi, Ltd.


        (Registrant)
Date January 7, 2005   By  

/s/ Takashi Hatchoji


        Takashi Hatchoji
        Senior Vice President and Executive Officer


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CONSOLIDATED BALANCE SHEETS

Hitachi, Ltd. and Subsidiaries

September 30, 2004 and March 31, 2004

 

     Millions of yen

   Thousands of
U.S. dollars (note 3)


Assets    September 30,
2004
   March 31,
2004
  

September 30,

2004

Cash and cash equivalents

   619,049    764,396    5,577,018

Short-term investments (note 4)

   152,321    177,949    1,372,261

Trade receivables, net of allowance for doubtful receivables and unearned income-

September 30, 2004 ¥47,135 million ($424,640 thousand);
March 31, 2004 ¥43,287 million:

              

Notes (notes 7 and 10)

   137,413    142,802    1,237,955

Accounts (note 7)

   1,972,987    2,043,727    17,774,658

Inventories (note 5)

   1,328,587    1,123,406    11,969,252

Deferred income tax assets (current)

   295,260    283,538    2,660,000

Prepaid expenses and other current assets

   248,583    232,371    2,239,486

Investments in leases (note 7)

   476,313    451,753    4,291,108

Investments and advances, including affiliated companies (note 4)

   880,888    908,962    7,935,928

Property, plant and equipment (note 6):

              

Land

   436,891    419,846    3,935,955

Buildings

   1,720,233    1,690,096    15,497,594

Machinery and equipment

   5,075,821    4,899,239    45,728,117

Construction in progress

   64,681    49,011    582,712
    
  
  
     7,297,626    7,058,192    65,744,378

Less accumulated depreciation

   4,979,584    4,825,330    44,861,117
    
  
  

Net property, plant and equipment

   2,318,042    2,232,862    20,883,261
    
  
  

Deferred income tax assets (non-current)

   558,486    572,982    5,031,406

Other assets (note 8)

   648,967    655,574    5,846,550
    
  
  
     9,636,896    9,590,322    86,818,883
    
  
  

 

See accompanying notes to consolidated financial statements.

 

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     Millions of yen

    Thousands of
U.S. dollars (note 3)


 

Liabilities and Stockholders’ Equity

   September 30,
2004
 
 
  March 31,
2004
 
 
  September 30,
2004
 
 

Short-term debt

   697,850     623,816     6,286,937  

Current installments of long-term debt

   346,582     559,647     3,122,360  

Trade payables:

                  

Notes

   68,655     67,581     618,514  

Accounts

   1,177,191     1,220,033     10,605,324  

Accrued expenses

   781,281     797,935     7,038,568  

Income taxes

   66,058     78,438     595,117  

Advances received

   263,878     216,544     2,377,279  

Deferred income tax liabilities (current)

   2,940     2,392     26,486  

Other current liabilities

   333,652     344,668     3,005,874  

Long-term debt

   1,421,409     1,314,102     12,805,486  

Retirement and severance benefits

   1,245,833     1,273,509     11,223,721  

Deferred income tax liabilities (non-current)

   23,275     20,924     209,685  

Other liabilities

   113,834     103,786     1,025,532  
    

 

 

Total liabilities

   6,542,438     6,623,375     58,940,883  
    

 

 

Minority interests

   874,376     798,816     7,877,261  

Stockholders’ equity:

                  

Common stock

   282,033     282,032     2,540,838  

Capital surplus

   552,404     551,690     4,976,613  

Legal reserve

   109,735     109,163     988,604  

Retained earnings

   1,674,929     1,651,272     15,089,450  

Accumulated other comprehensive loss:

                  

Foreign currency translation adjustments

   (78,338 )   (95,786 )   (705,748 )

Minimum pension liability adjustments

   (314,060 )   (329,536 )   (2,829,369 )

Net unrealized holding gain on available-for-sale securities

   26,536     31,499     239,063  

Cash flow hedges

   (832 )   (41 )   (7,496 )

Treasury stock, at cost

   (32,325 )   (32,162 )   (291,216 )
    

 

 

Total stockholders’ equity

   2,220,082     2,168,131     20,000,739  

Commitments and contingencies (note 10)

                  
    

 

 

     9,636,896     9,590,322     86,818,883  
    

 

 

 

See accompanying notes to consolidated financial statements.

 

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CONSOLIDATED STATEMENTS OF OPERATIONS

Hitachi, Ltd. and Subsidiaries

Six months ended September 30, 2004 and 2003

 

     Millions of yen          Thousands of
U.S. dollars (note 3)
 
     2004     2003          2004  

Revenues

   4,329,935     4,041,407          39,008,423  

Cost of sales

   (3,324,078 )   (3,157,976 )        (29,946,649 )

Selling, general and administrative expenses

   (878,525 )   (863,192 )        (7,914,640 )

Impairment losses for long-lived assets (note 11)

   (7,996 )   -          (72,036 )

Restructuring charges (note 12)

   (3,877 )   (10,317 )        (34,928 )

Interest income

   6,113     6,301          55,072  

Dividends income

   4,022     4,233          36,235  

Other income (note 13)

   26,265     101,400          236,622  

Interest charges

   (14,235 )   (16,318 )        (128,243 )

Other deductions (note 13)

   (1,623 )   (15,035 )        (14,622 )
    

 

      

Income before income taxes and minority interests

   136,001     90,503          1,225,234  

Income taxes:

                       

Current

   (59,857 )   (71,127 )        (539,252 )

Deferred

   (8,213 )   (5,052 )        (73,991 )
    

 

      

Total income taxes

   (68,070 )   (76,179 )        (613,243 )

Income before minority interests

   67,931     14,324          611,991  

Minority interests

   (26,773 )   (8,940 )        (241,198 )
    

 

      

Net income

   41,158     5,384          370,793  
    

 

      

Net income per share (note 14):          Yen          U.S. dollars (note 3)  

Basic

   12.48     1.63          0.11  

Diluted

   12.43     1.59          0.11  

 

See accompanying notes to consolidated financial statements.

 

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Hitachi, Ltd. and Subsidiaries

Six months ended September 30, 2004 and 2003

 

     Millions of yen

    Thousands of
U.S. dollars (note 3)


 
     2004     2003     2004  

Common stock :

                  

Balance at beginning of period

   282,032     282,032     2,540,829  

Conversion of convertible debentures

   1     -     9  
    

 

 

Balance at end of period

   282,033     282,032     2,540,838  
    

 

 

Capital surplus :

                  

Balance at beginning of period

   551,690     562,214     4,970,180  

Conversion of convertible debentures

   536     937     4,829  

Gains on sales of treasury stock

   53     23     478  

Increase (decrease) arising from issuance of subsidiaries’ common stock, divestiture and other

   125     (13,626 )   1,126  
    

 

 

Balance at end of period

   552,404     549,548     4,976,613  
    

 

 

Legal reserve :

                  

Balance at beginning of period

   109,163     111,309     983,451  

Net transfer from (to) retained earnings

   558     (2,693 )   5,027  

Net transfer to minority interests arising from conversion of subsidiaries’ convertible debentures

   (13 )   (108 )   (117 )

Net transfer from (to) minority interests arising from issuance of subsidiaries’ common stock and other

   27     (97 )   243  
    

 

 

Balance at end of period

   109,735     108,411     988,604  
    

 

 

Retained earnings :

                  

Balance at beginning of period

   1,651,272     1,655,029     14,876,324  

Net income

   41,158     5,384     370,793  

Cash dividends

   (16,490 )   (10,095 )   (148,559 )

Net transfer from (to) legal reserve

   (558 )   2,693     (5,027 )

Net transfer to minority interests arising from conversion of subsidiaries’ convertible debentures

   (1,187 )   (1,189 )   (10,694 )

Net transfer from minority interests arising from issuance of subsidiaries’ common stock and other

   734     584     6,613  
    

 

 

Balance at end of period

   1,674,929     1,652,406     15,089,450  
    

 

 

Accumulated other comprehensive loss :

                  

Foreign currency translation adjustments

                  

Balance at beginning of period

   (95,786 )   (60,948 )   (862,937 )

Other comprehensive income(loss), net of reclassification adjustments

   17,051     (9,459 )   153,612  

Net transfer from(to) minority interests arising from conversion of subsidiaries’ convertible debentures

   (8 )   172     (72 )

Net transfer from(to) minority interests arising from issuance of subsidiaries’ common stock and other

   405     (519 )   3,649  
    

 

 

Balance at end of period

   (78,338 )   (70,754 )   (705,748 )
    

 

 

Minimum pension liability adjustments

                  

Balance at beginning of period

   (329,536 )   (698,916 )   (2,968,793 )

Other comprehensive income

   15,494     5,919     139,586  

Net transfer from minority interests arising from conversion of subsidiaries’ convertible debentures

   34     1,163     306  

Net transfer from(to) minority interests arising from issuance of subsidiaries’ common stock and other

   (52 )   40     (468 )
    

 

 

Balance at end of period

   (314,060 )   (691,794 )   (2,829,369 )
    

 

 

Net unrealized holding gain on available-for-sale securities

                  

Balance at beginning of period

   31,499     4,874     283,775  

Other comprehensive income(loss), net of reclassification adjustments

   (4,976 )   23,610     (44,829 )

Net transfer from(to) minority interests arising from conversion of subsidiaries’ convertible debentures

   (8 )   31     (72 )

Net transfer from minority interests arising from issuance of subsidiaries’ common stock and other

   21     21     189  
    

 

 

Balance at end of period

   26,536     28,536     239,063  
    

 

 

Cash flow hedges

                  

Balance at beginning of period

   (41 )   (535 )   (370 )

Other comprehensive loss, net of reclassification adjustments

   (531 )   (426 )   (4,784 )

Net transfer from(to) minority interests arising from conversion of subsidiaries’ convertible debentures

   (7 )   20     (63 )

Net transfer to minority interests arising from issuance of subsidiaries’ common stock and other

   (253 )   (5 )   (2,279 )
    

 

 

Balance at end of period

   (832 )   (946 )   (7,496 )
    

 

 

Total accumulated other comprehensive loss

   (366,694 )   (734,958 )   (3,303,550 )
    

 

 

Treasury stock, at cost:

                  

Balance at beginning of period

   (32,162 )   (1,847 )   (289,748 )

Acquisition for treasury

   (325 )   (30,166 )   (2,928 )

Sales of treasury stock

   162     89     1,460  
    

 

 

Balance at end of period

   (32,325 )   (31,924 )   (291,216 )
    

 

 

Total stockholders’ equity

   2,220,082     1,825,515     20,000,739  
    

 

 

Total comprehensive income

   68,196     25,028     614,378  

 

See accompanying notes to consolidated financial statements.

 

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CONSOLIDATED STATEMENTS OF CASH FLOWS

Hitachi, Ltd. and Subsidiaries

Six months ended September 30, 2004 and 2003

 

     Millions of yen

    Thousands of
U.S. dollars (note 3)


 
     2004     2003     2004  


Cash flows from operating activities:

                  

Net income

   41,158     5,384     370,793  

Adjustments to reconcile net income to net cash provided by operating activities:

                  

Depreciation

   206,271     213,916     1,858,298  

Amortization

   63,855     54,294     575,270  

Impairment losses for long-lived assets

   7,996     -     72,036  

Deferred income taxes

   8,213     5,052     73,991  

Equity in earnings of affiliated companies, net

   (10,117 )   2,245     (91,144 )

Gain on sale of investments and subsidiaries’ common stock

   (12,449 )   (100,193 )   (112,153 )

Impairment of investments in securities

   3,120     1,983     28,108  

Loss(gain) on disposal of rental assets and other property

   (445 )   5,712     (4,009 )

Income applicable to minority interests

   26,773     8,940     241,198  

Decrease in receivables

   182,556     79,253     1,644,649  

Increase in inventories

   (189,797 )   (106,587 )   (1,709,883 )

Increase in prepaid expenses and other current assets

   (12,803 )   (2,507 )   (115,342 )

Decrease in payables

   (83,972 )   (37,821 )   (756,505 )

Increase(decrease) in accrued expenses and retirement and severance benefits

   (36,907 )   63,626     (332,495 )

Increase(decrease) in accrued income taxes

   (14,385 )   23,790     (129,595 )

Increase(decrease) in other liabilities

   (21,711 )   585     (195,595 )

Other

   323     6,921     2,910  
    

 

 

Net cash provided by operating activities

   157,679     224,593     1,420,532  

Cash flows from investing activities:

                  

(Increase) decrease in short-term investments

   30,141     (68,614 )   271,540  

Capital expenditures

   (166,845 )   (145,310 )   (1,503,108 )

Purchase of assets to be leased

   (300,398 )   (236,613 )   (2,706,288 )

Collection of investments in leases

   214,410     197,485     1,931,622  

Proceeds from disposal of rental assets
and other property

   44,183     52,147     398,045  

Proceeds from sale of investments and
subsidiaries’ common stock

   32,875     181,296     296,171  

Purchase of investments and subsidiaries’ common stock

   (7,653 )   (63,896 )   (68,946 )

Purchase of software

   (67,172 )   (51,974 )   (605,153 )

Other

   19,669     (21,700 )   177,198  
    

 

 

Net cash used in investing activities

   (200,790 )   (157,179 )   (1,808,919 )

Cash flows from financing activities:

                  

Increase(decrease) in short-term debt, net

   32,225     (95,112 )   290,315  

Proceeds from long-term debt

   295,998     303,036     2,666,649  

Payments on long-term debt

   (422,349 )   (335,337 )   (3,804,946 )

Proceeds from sale of common stock by subsidiaries

   7,539     619     67,919  

Dividends paid to stockholders

   (16,406 )   (10,111 )   (147,802 )

Dividends paid to minority stockholders of subsidiaries

   (8,135 )   (6,791 )   (73,288 )

Acquisition of common stock for treasury

   (325 )   (30,166 )   (2,928 )

Proceeds from sales of treasury stock

   215     112     1,937  
    

 

 

Net cash used in financing activities

   (111,238 )   (173,750 )   (1,002,144 )

Effect of exchange rate changes on cash and cash equivalents

   9,002     (12,751 )   81,099  
    

 

 

Net decrease in cash and cash equivalents

   (145,347 )   (119,087 )   (1,309,432 )

Cash and cash equivalents at beginning of period

   764,396     828,171     6,886,450  
    

 

 

Cash and cash equivalents at end of period

   619,049     709,084     5,577,018  
    

 

 

 

See accompanying notes to consolidated financial statements.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2004

 

 

(1) Nature of Operations

Hitachi, Ltd. (the Company) is a Japanese corporation, of which principal office is located in Japan. The Company’s and its subsidiaries’ lines of operations are diverse, and include information and telecommunication systems, electronic devices, power and industrial systems, digital media and consumer products, high functional materials and components, and other services including financial services and logistics services.

 

(2) Basis of Presentation and Summary of Significant Accounting Policies
  (a) Basis of Presentation

The Company and its domestic subsidiaries maintain their books of account in conformity with the financial accounting standards of Japan, and its foreign subsidiaries in conformity with those of the countries of their domicile.

 

The consolidated financial statements presented herein have been prepared in a manner and reflect the adjustments which are necessary to conform them with accounting principles generally accepted in the United States of America. Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements. Actual results could differ from those estimates.

 

  (b) Principles of Consolidation

The consolidated financial statements as of September 30, 2004 and March 31, 2004 include the accounts of the Company, its majority-owned subsidiaries and all variable interest entities (VIEs) for which any of the Company and its consolidated entities are the primary beneficiary. The consolidated financial statements as of September 30, 2003 include the accounts of the Company and its majority-owned subsidiaries. The consolidated financial statements include accounts of certain subsidiaries, of which their fiscal year differs from September 30 by 93 days or less, to either comply with local statutory requirements or facilitate timely reporting. There have been no significant transactions, which would materially affect the Company’s financial position and results of operations, with such subsidiaries during the period from their half-year end to September 30. Intercompany accounts and significant intercompany transactions have been eliminated in consolidation.

 

A VIE is defined in Financial Accounting Standards Board (FASB) Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51.” This interpretation addresses how a business enterprise should evaluate whether it has a controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity. The application of this interpretation did not have a material effect on the Company’s consolidated financial statements as of and for the year ended March 31, 2004.

 

Investments in corporate joint ventures and affiliated companies that are accounted for using the equity method primarily relate to 20% to 50% owned companies to which the Company has the ability to exercise significant influence over operational and financial policies of the investee company. Investments of less than 20% or where the Company does not have significant influence are accounted for using the cost method.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2004

 

 

  (c) Cash Equivalents

For the purpose of the statement of cash flows, the Company considers all highly liquid investments with insignificant risk of changes in value which have maturities of generally three months or less when purchased to be cash equivalents.

 

  (d) Allowance for doubtful receivables

Allowance for doubtful receivables, including both trade and investments in leases, is the Company’s and subsidiaries’ best estimate of the amount of probable credit losses in their existing receivables. The allowance is determined based on, but are not limited to, historical collection experience adjusted for the effects of current economic environment, assessment of inherent risks, aging and financial performance of debtors. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

 

  (e) Foreign Currency Translation

Foreign currency financial statements have been translated in accordance with Statement of Financial Accounting Standards (SFAS) No. 52, “Foreign Currency Translation.” Under this standard, the assets and liabilities of the Company’s subsidiaries located outside Japan are translated into Japanese yen at the rates of exchange in effect at the balance sheet date. Income and expense items are translated at the average exchange rates prevailing during the year. Gains and losses resulting from foreign currency transactions are included in other income (deductions), and those resulting from translation of financial statements are excluded from the consolidated statements of operations and are accumulated and included in accumulated other comprehensive loss as part of stockholders’ equity.

 

  (f) Investments in Securities and Affiliated Companies

The Company classifies investments in securities that have readily determinable fair values and all investments in debt securities in three categories, held-to-maturity securities, trading securities and available-for-sale securities.

 

Held-to-maturity securities are debt securities that the Company has the positive intent and ability to hold to maturity. Trading securities are debt and equity securities that are bought and held principally for the purpose of selling them in the near term. Available-for-sale securities are debt and equity securities not classified as either held-to-maturity securities or trading securities.

 

Held-to-maturity securities are reported at amortized cost. Trading securities are reported at fair value, with unrealized gains and losses included in earnings. Available-for-sale securities are reported at fair value, with unrealized gains and losses reported in other comprehensive income.

 

A decline in fair value of any available-for-sale or held-to-maturity security below the amortized cost basis that is deemed to be other-than-temporary results in a write-down of the amortized cost basis to fair value as a new cost basis and the amount of the write-down is included in earnings.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2004

 

 

On a continuous basis, but no less frequently than at the end of each semi-annual period, the Company evaluates the cost basis of an available-for-sale security for possible impairment. Factors considered in assessing whether an indication of other-than-temporary impairment exists include: the degree of change in the ratio of market prices per share to book value per share at the date of evaluation compared to that at the date of acquisition, the financial condition and prospects of each investee company, industry conditions in which the investee company operates, the fair value of an available-for-sale security relative to the cost basis of the investment, the period of time the fair value of an available-for-sale security has been below the cost basis of the investment and other relevant factors.

 

The Company evaluates the cost basis of a held-to-maturity security for possible impairment by taking into consideration the financial condition, business prospects and credit worthiness of the issuer.

 

Impairment to be recognized is measured based on the amount by which the carrying amount of the investment exceeds the fair value of the investment. Fair value is determined based on quoted market prices, projected discounted cash flows or other valuation techniques as appropriate.

 

On a continuous basis, but no less frequently than at the end of each semi-annual period, the Company evaluates the carrying amount of its ownership interests in investee companies of the equity method and the cost method for possible impairment. Factors considered in assessing whether an indication of other-than-temporary impairment exists include the achievement of business plan objectives and milestones including cash flow projections and the results of planned financing activities, the financial condition and prospects of each investee company, the fair value of the ownership interest relative to the carrying amount of the investment, the period of time during which the fair value of the ownership interest has been below the carrying amount of the investment and other relevant factors. Impairment to be recognized is measured based on the amount by which the carrying amount of the investment exceeds the fair value of the investment. Fair value is determined based on quoted market prices, projected discounted cash flows or other valuation techniques as appropriate.

 

The cost of a security sold or the amount reclassified out of accumulated other comprehensive income into earnings is determined by the average cost method.

 

  (g) Securitizations

The Company and certain subsidiaries have securitized certain financial assets such as lease receivables, trade receivables and others. In the securitization process, securitized assets are sold to Special Purpose Entities (SPEs) which are funded through the issuance of asset-backed securities to investors. When the Company and its subsidiaries sell the financial assets to the SPEs in a securitization transaction, the carrying amount of the financial assets is allocated based on relative fair values to the portions to be retained and sold. The Company and its subsidiaries recognize a gain or loss for the difference between the net proceeds received and the allocated carrying amount of the assets sold when the transaction is consummated.

 

Fair values are based on the present value of estimated future cash flows which take into consideration various factors such as expected credit loss and others.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2004

 

 

  (h) Inventories

Inventories are stated at the lower of cost or market. Cost is determined by the specific identification method for job order inventories and generally by the average cost method for raw materials and other inventories.

 

  (i) Property, Plant and Equipment

Property, plant and equipment are stated at cost. Property, plant and equipment are principally depreciated by the declining-balance method, except for some assets which are depreciated by the straight-line method, over the following estimated useful lives:

 

Buildings

      

Buildings and building equipment

     3 to 50 years

Structures

     7 to 60 years

Machinery and equipment

      

Machinery

     4 to 13 years

Vehicles

     4 to   7 years

Tools, furniture and fixtures

     2 to 20 years

 

  (j) Goodwill and Other Intangible Assets

The Company accounts for goodwill and other intangible assets in accordance with SFAS No.142, “Goodwill and Other Intangible Assets.” Goodwill and intangible assets with indefinite useful lives are not amortized, but instead are tested for impairment at least annually in accordance with the provisions of this statement. Intangible assets with finite useful lives are amortized over their respective estimated useful lives.

 

  (k) Capitalized Software Costs

Costs incurred for computer software developed or obtained for internal use are capitalized and amortized on a straight-line basis over their estimated useful lives. In addition, the Company and its subsidiaries develop certain computer software to be sold where related costs are capitalized after establishment of technological feasibility. Such capitalized costs are amortized based on the ratio of each software’s expected future revenue to current year’s revenue.

 

  (l) Impairment of Long-lived Assets

The Company reviews the carrying value of long-lived assets or related group of assets to be held and used, including intangible assets with finite lives, for impairment whenever events or circumstances occur that indicate that the carrying value of the assets may not be recoverable. The assets are considered to be impaired when estimated undiscounted cash flow expected to result from the use of the assets and their eventual disposition is less than their carrying values. The impairment losses are measured as the amount by which the carrying value of the asset exceeds the fair value. In calculating the fair value, the Company uses present value techniques, if appropriate, based on the estimated future cash flow expected to result from the use of the assets and their eventual disposition.

 

  (m) Retirement and Severance Benefits

The Company accounts for retirement and severance benefits in accordance with SFAS No. 87, “Employers’ Accounting for Pensions.” Unrecognized gains and losses are amortized using the straight-line method over the average remaining service period of active employees.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2004

 

 

  (n) Derivative Financial Instruments

The Company accounts for derivative financial instruments in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended. SFAS No. 133 requires that all derivative financial instruments, such as forward exchange and interest rate swap contracts, be recognized in the financial statements as either assets or liabilities and measured at fair value regardless of the purpose or intent to hold them.

 

The Company designates and accounts for hedging derivatives as follows:

 

  “Fair value” hedge: a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment. The changes in fair value of the recognized assets or liabilities or unrecognized firm commitment and the derivatives are recorded in earnings if the hedge is considered highly effective.

 

  “Cash flow” hedge: a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability. The changes in the fair value of the derivatives designated as cash flow hedges are recorded as other comprehensive income if the hedge is considered highly effective. This treatment is continued until earnings are affected by the variability in cash flows or the unrecognized firm commitment of the designated hedged item, at which point changes in fair value of the derivative is recognized in income.

 

  “Foreign currency” hedge: a hedge of foreign-currency fair value or cash flow. The changes in fair value of the recognized assets or liabilities or unrecognized firm commitment and the derivatives are recorded as either earnings or other comprehensive income if the hedge is considered highly effective. Recognition as earnings or other comprehensive income is dependent on the treatment of foreign currency hedges as fair value or cash flow hedges.

 

The Company follows the documentation requirements as prescribed by the standard, which includes risk management objective and strategy for undertaking various hedge transactions. In addition, a formal assessment is made at the hedge’s inception and periodically on an ongoing basis, as to whether the derivative used in hedging activities is highly effective in offsetting changes in fair values or cash flows of hedged items. Hedge accounting is discontinued for ineffective hedges, if any. Subsequent changes in the fair value of derivatives related to discontinued hedges are recognized in earnings immediately.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2004

 

 

  (o) Revenue Recognition

The Company generally recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services are rendered, the sales price is fixed and determinable and collectibility is probable. The Company adopted the consensus of the FASB Emerging Issue Task Force (EITF) Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables,” during the year ended March 31, 2004. The impact of adopting the consensus was not material to the Company’s results of operations.

 

The Company enters into transactions that include multiple element arrangements which may include any combinations of hardware products, related software products, installment and maintenance. When some elements are delivered prior to others in an arrangement, revenue is deferred until the delivery of the last service element, unless transactions are such that fair value of the undelivered elements is available, the functionality of the delivered element is not dependent on the undelivered elements and delivered elements represent the culmination of the earnings process. The Company allocates revenue on software arrangements involving multiple elements to each element based on its relative fair value, as evidenced by vendor specific objective evidence (“VSOE”), or in the absence of VSOE, the residual method. VSOE is the price charged by the Company to an external customer for the same element when such an element is sold separately.

 

Product Sales:

Revenue from sales of these products is recognized when title and risk of loss have been transferred to the customer. Depending upon the terms of the contract or arrangement with the customer, this may occur at the time of shipment, when installation is completed or upon the attainment of customer acceptance. The Company’s policy is not to accept product returns unless the products are defective. The conditions of acceptance are governed by the terms of the contract or customer arrangement and those not meeting the predetermined specification are not recorded as revenue. Product warranties are offered on the Company’s and certain subsidiaries’ products (in certain cases separately priced) and a warranty accrual is established when sales are recognized and is based on estimated future costs of repair and replacement principally using our historical experience of warranty claims.

 

Price protection is provided to retailers of the Company’s consumer products business and others. Price protection is provided to compensate the customers and retailers for a decline in the product’s value due mainly to competition. Price protection granted to the customers is classified as a reduction of revenue on the consolidated statements of operations. In addition, it is our policy to accrue reasonably and reliably estimated price adjustment at the later of the date at which the related sales are recognized, or the date at which price protection is offered. The estimate is made based primarily upon historical experience or agreement on the adjustment rate and the number of units that are subject to such adjustment (e.g., units in distribution channels).

 

Product revenues which are recognized upon shipment are IT system products, semiconductor manufacturing equipment, test and measurement equipments, construction equipment, displays, disk drives, televisions, air conditioners, batteries, magnetic tapes, high functional materials, cable products and automotive products. Revenues for railway vehicles are recognized upon acceptance or shipment, depending on contract terms. Product revenues that are recognized upon acceptance are medical electronic devices, industrial machinery and equipment, nuclear, thermal and hydroelectric power plants, and elevators and escalators.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2004

 

 

Revenue from sales of tangible products under long-term construction type arrangements, principally in connection with the construction of nuclear, thermal and hydroelectric power plants, are recognized under the percentage-of-completion method. Under the percentage-of-completion method, revenue is recognized as a percentage of estimated total revenue that incurred costs to date bear to estimated total costs after giving effect to estimates of costs to complete based upon most recent information. Any anticipated losses on fixed price contracts are charged to operations when such losses can be estimated. Provisions are made for contingencies (i.e. performance penalty, benchmarking, etc.) in the period in which they become known pursuant to specific contract terms and conditions and are estimable.

 

The Company recognizes software revenue in accordance with the provisions of Statement of Position No. 97-2, “Software Revenue Recognition,” as amended. Revenue from software consists of software licensing, customized software development and post contract customer support. Revenues from software license arrangements are recognized upon shipment of the software if evidence of the arrangement exists, pricing is fixed and determinable and collectibility is probable. Customized software revenue is recognized upon customer acceptance. Revenue from post contract customer support is amortized over the period of the post contract customer support. Consulting and training services are recognized when the services are rendered.

 

The Company’s standard software license agreement provides for a limited warranty that the license will operate substantially in accordance with the functionality described in the documentation provided with the products. The standard software license does not provide for right of return. The Company provides for warranty at the time of revenue recognition using historical experience of warranty claims. To date such warranty provisions have been insignificant.

 

Service Revenues:

Service revenues from maintenance and distribution services are recognized upon completion of service delivery. Revenue from time service contracts is recognized as services are rendered. Revenue from long-term fixed price service contracts such as support or maintenance contracts is recognized ratably over the contractual period. Finance lease income is recognized at level rates of return over the term of the leases. Operating lease income is recognized on a straight-line basis over the term of the lease.

 

  (p) Advertising

Advertising costs are charged to the statements of operations as incurred.

 

  (q) Research and Development Costs

Research and development costs are charged to the statements of operations as incurred. Costs incurred in connection with the development of software products are accounted for in accordance with SFAS No. 86, “Accounting for the Costs of Computer Software to Be Sold, Leased or Otherwise Marketed.” Development costs incurred in the research and development of new software products and enhancements to existing products are expensed as incurred until technological feasibility has been established.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2004

 

 

  (r) Income Taxes

Deferred income taxes are accounted for under the asset and liability method in accordance with SFAS No. 109, “Accounting for Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating losses and tax credit carryforwards. Under this method, deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under SFAS No. 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established to reduce deferred tax assets to their net realizable value if it is more likely than not that some portion or all of the deferred tax asset will not be realized.

 

  (s) Sales of Stock by Subsidiaries

The change in the Company’s proportionate share of a subsidiary’s equity resulting from issuance of stock by the subsidiary is accounted for as an equity transaction.

 

  (t) Net Income Per Share

Net income per share is computed in accordance with SFAS No. 128, “Earnings per Share.” This standard requires a dual presentation of basic and diluted net income per share amounts on the face of the statements of operations. Under this standard, basic net income per share is computed based upon the weighted average number of shares of common stock outstanding during each year. Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company.

 

  (u) Stock-based Compensation

As of September 30, 2004, the Company has four stock-based employee compensation plans. The Company accounts for those plans under the recognition and measurement principles of Accounting Principles Board Opinion (APB) No. 25, “Accounting for Stock Issued to Employees,”and related interpretations. For the six months ended September 30, 2004 and 2003, the Company recognized no compensation expense related to employee stock options.

 

SFAS No. 123, “Accounting for Stock-based Compensation,” prescribes the recognition of compensation expense based on the fair value of options on the grant date and allows continuous application of APB No. 25 if certain pro forma disclosures are made assuming hypothetical fair value method application. The Company elected to continue applying APB No. 25, however, the pro forma effects of applying SFAS No. 123 on net income (loss) and the per share information for the six months ended September 30, 2004 and 2003 were not material.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2004

 

 

  (v) Disclosures about Segments of an Enterprise and Related Information

SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” was issued in June 1997. This standard establishes standards for the manner in which a public business enterprise is required to report financial and descriptive information about its operating segments. This standard defines operating segments as components of an enterprise for which separate financial information is available and evaluated regularly as a means for assessing segment performance and allocating resources to segments. A measure of profit or loss, total assets and other related information is required to be disclosed for each operating segment. Further, this standard requires the disclosure of information concerning revenues derived from the enterprise’s products or services, countries in which it earns revenue or holds assets and major customers. This standard was effective for the Company’s fiscal year ended March 31, 1999. However, certain foreign issuers are presently exempted from the segment disclosure requirements of SFAS No. 131 in Securities Exchange Act filings with SEC, and the Company has not presented the segment information required to be disclosed in the footnotes to the consolidated financial statements under SFAS No. 131.

 

  (w) Guarantees

The Company recognizes, at the inception of the guarantees, a liability for the fair value of the obligation undertaken in issuing the guarantee for guarantees issued or modified after December 31, 2002, in accordance with the FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an interpretation of SFAS No. 5, 57, and 107 and rescission of FASB Interpretation No. 34.”

 

  (x) New Accounting Standards

In October 2004, the EITF reached a consensus on EITF Issue No. 04-8, “The Effect of Contingently Convertible Instruments on Diluted Earnings per Share.” This consensus requires that all instruments which have embedded conversion features that are contingent on market conditions indexed to an issuer’s share price should be included in diluted earnings per share computations (if dilutive) regardless of whether the market price trigger (or other contingent feature) has been met. This consensus is effective for reporting periods ending after December 15, 2004 and applied retroactively to instruments outstanding at the end of the first reporting period after December 15, 2004, except for those that have been cash settled before such date. Though EITF Issue No. 04-8 has no impact on the diluted earnings per share in prior years, it may have an impact on diluted earnings per share after this period due to the issuance of instruments within the scope of EITF Issue No. 04-8 as described in note 17.

 

In November 2004, the FASB issued SFAS No. 151, “Inventory Costs, an amendment of ARB No. 43, Chapter 4.” The amendments made by SFAS No. 151 clarify that abnormal amounts of costs should be recognized as current-period charges rather than as a portion of the inventory cost. In addition, SFAS No. 151 requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. The provisions of SFAS No. 151 shall be effective for inventory costs incurred during fiscal years beginning after June 15, 2005. SFAS No. 151 is not expected to have a material effect on the consolidated financial position or results of operations.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2004

 

 

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29.” The amendments made by SFAS No. 153 is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged and adopted a broader exception for exchanges of nonmonetary assets that do not have commercial substance and should be measured based on the recorded amount of the asset relinquished. SFAS No. 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. SFAS No. 153 is not expected to have a material effect on the consolidated financial position or results of operations.

 

In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment,” which is a revision of SFAS No. 123, “Accounting for Stock-Based Compensation.” SFAS No. 123(R) supersedes APB No. 25, “Accounting for Stock Issued to Employees,” and amends SFAS No. 95, “Statement of Cash Flows.” SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The provisions of SFAS No. 123(R) shall be effective in the first interim or annual reporting period beginning after June 15, 2005. The Company continues to evaluate impact of the standards. At this moment, SFAS No. 123(R) is not expected to have a material effect on the consolidated financial position or results of operations.

 

  (y) Reclassifications

Certain reclassifications have been made to prior period balances in order to conform to the current period presentations.

 

(3) Basis of Financial Statement Translation

The accompanying consolidated financial statements are expressed in yen and, solely for the convenience of the reader, have been translated into United States dollars at the rate of ¥111=U.S.$1, the approximate exchange rate prevailing on the Tokyo Foreign Exchange Market as of September 30, 2004. This translation should not be construed as a representation that all amounts shown could be converted into U.S. dollars.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2004

 

 

(4) Investments in Securities and Affiliated Companies

Short-term investments as of September 30, 2004 and March 31, 2004 are as follows:

 

     Millions of yen

   Thousands of
U.S. dollars


     September 30,
2004


   March 31,
2004


   September 30,
2004


Investments in securities:

              

Available-for-sale securities

   68,639    94,788    618,369

Held-to-maturity securities

   232    259    2,090

Trading securities

   83,450    82,902    751,802
    
  
  

Short-term investments

   152,321    177,949    1,372,261
    
  
  

 

Investments and advances, including affiliated companies as of September 30, 2004 and March 31, 2004 are as follows:

 

     Millions of yen

   Thousands of
U.S. dollars


     September 30,
2004


   March 31,
2004


   September 30,
2004


Investments in securities:

              

Available-for-sale securities

   299,578    311,414    2,698,901

Held-to-maturity securities

   1,078    1,070    9,712

Securities without readily determinable fair values

   78,109    77,242    703,685

Investments in affiliated companies

   375,546    389,295    3,383,297

Advances and others

   126,577    129,941    1,140,333
    
  
  

Investments and advances, including affiliated companies

   880,888    908,962    7,935,928
    
  
  

 

The following is a summary of the amortized cost basis, gross unrealized holding gains, gross unrealized holding losses and aggregate fair value of available-for-sale securities by the consolidated balance sheets classification as of September 30, 2004 and March 31, 2004.

 

     Millions of yen

     September 30, 2004

     Amortized
cost basis


   Gross
gains


   Gross
losses


  

Aggregate

fair value


Short-term investments:

                   

Debt securities

   34,379    22    1    34,400

Other securities

   34,232    10    3    34,239
    
  
  
  
     68,611    32    4    68,639

Investments and advances:

                   

Equity securities

   88,055    82,747    2,174    168,628

Debt securities

   104,761    1,994    591    106,164

Other securities

   24,647    236    97    24,786
    
  
  
  
     217,463    84,977    2,862    299,578
    
  
  
  
     286,074    85,009    2,866    368,217
    
  
  
  

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2004

 

 

     Thousands of U.S. dollars

     September 30, 2004

     Amortized
cost basis


   Gross
gains


   Gross
losses


  

Aggregate

fair value


Short-term investments:

                   

Debt securities

   309,721    198    9    309,910

Other securities

   308,396    90    27    308,459
    
  
  
  
     618,117    288    36    618,369

Investments and advances:

                   

Equity securities

   793,288    745,469    19,586    1,519,171

Debt securities

   943,793    17,964    5,324    956,433

Other securities

   222,045    2,126    874    223,297
    
  
  
  
     1,959,126    765,559    25,784    2,698,901
    
  
  
  
     2,577,243    765,847    25,820    3,317,270
    
  
  
  

 

     Millions of yen

     March 31, 2004

     Amortized
cost basis


   Gross
gains


   Gross
losses


  

Aggregate

fair value


Short-term investments:

                   

Debt securities

   53,979    45    2    54,022

Other securities

   40,766    43    43    40,766
    
  
  
  
     94,745    88    45    94,788

Investments and advances:

                   

Equity securities

   89,450    90,245    1,162    178,533

Debt securities

   112,288    521    951    111,858

Other securities

   20,620    476    73    21,023
    
  
  
  
     222,358    91,242    2,186    311,414
    
  
  
  
     317,103    91,330    2,231    406,202
    
  
  
  

 

The following is a summary of gross unrealized holding losses on available-for-sale securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, as of September 30, 2004 and March 31, 2004.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2004

 

 

     Millions of yen

    

September 30, 2004


     Less than 12 months

   12 months or longer

    

Aggregate

fair value


  

Gross

losses


  

Aggregate

fair value


   Gross
losses


Short-term investments:

                   

Debt securities

   1,204    1    -    -

Other securities

   0    1    173    2
    
  
  
  
     1,204    2    173    2

Investments and advances:

                   

Equity securities

   7,252    1,297    5,593    877

Debt securities

   11,701    408    7,866    183

Other securities

   12,979    79    112    18
    
  
  
  
     31,932    1,784    13,571    1,078
    
  
  
  
     33,136    1,786    13,744    1,080
    
  
  
  
     Thousands of U.S. dollars

     September 30, 2004

     Less than 12 months

   12 months or longer

    

Aggregate

fair value


  

Gross

losses


  

Aggregate

fair value


   Gross
losses


Short-term investments:

                   

Debt securities

   10,847    9    -    -

Other securities

   0    9    1,559    18
    
  
  
  
     10,847    18    1,559    18

Investments and advances:

                   

Equity securities

   65,333    11,685    50,387    7,901

Debt securities

   105,415    3,675    70,865    1,649

Other securities

   116,928    712    1,009    162
    
  
  
  
     287,676    16,072    122,261    9,712
    
  
  
  
     298,523    16,090    123,820    9,730
    
  
  
  
     Millions of yen

     March 31, 2004

     Less than 12 months

   12 months or longer

    

Aggregate

fair value


  

Gross

losses


  

Aggregate

fair value


   Gross
losses


Short-term investments:

                   

Debt securities

   1,820    2    -    -

Other securities

   127    7    166    36
    
  
  
  
     1,947    9    166    36

Investments and advances:

                   

Equity securities

   4,692    563    3,305    599

Debt securities

   20,089    775    15,080    176

Other securities

   990    5    588    68
    
  
  
  
     25,771    1,343    18,973    843
    
  
  
  
     27,718    1,352    19,139    879
    
  
  
  

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2004

 

 

Debt securities consist primarily of national, local and foreign governmental bonds, debentures issued by banks and corporate bonds. Other securities consist primarily of investment trusts.

 

The proceeds from sale of available-for-sale securities for the six months ended September 30, 2004 and 2003 were ¥27,703 million ($249,577 thousand) and ¥25,192 million, respectively. The gross realized gains on the sale of those securities for the six months ended September 30, 2004 and 2003 were ¥8,227 million ($74,117 thousand) and ¥8,382 million, respectively, while gross realized losses on the sale of those securities for the six months ended September 30, 2004 and 2003 were ¥20 million ($180 thousand) and ¥193 million, respectively.

 

For the six months ended September 30, 2004 and 2003, the amount of the net unrealized holding gain or loss on available-for-sale securities that has been included in accumulated other comprehensive loss was a net loss of ¥455 million ($4,099 thousand) and a net gain of ¥47,449 million, respectively, and the amount of gains and losses reclassified out of accumulated other comprehensive loss was a net gain of ¥4,926 million ($44,378 thousand) and a net gain of ¥5,756 million, respectively.

 

Trading securities consist mainly of investments in trust accounts. The portions of trading gains and losses that relate to trading securities still held at the balance sheet date were a gain of ¥2,762 million ($24,883 thousand) for the six months ended September 30, 2004 and were not material for the six months ended September 30, 2003.

 

The contractual maturities of debt securities and other securities classified as Investments and advances in the consolidated balance sheets as of September 30, 2004 are as follows:

 

     Millions of yen

     September 30, 2004

     Held-to-
maturity


   Available-for-
sale


   Total

Due within five years

   978    60,276    61,254

Due after five years

   100    70,673    70,773
    
  
  
     1,078    130,949    132,027
    
  
  
     Thousands of U.S. dollars

     September 30, 2004

     Held-to-
maturity


   Available-for-
sale


   Total

Due within five years

   8,811    543,027    551,838

Due after five years

   901    636,693    637,594
    
  
  
     9,712    1,179,720    1,189,432
    
  
  

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2004

 

 

Expected redemptions may differ from contractual maturities because these securities are redeemable at the option of the issuers.

 

The aggregate fair values of investments in affiliated companies based on the quoted market price as of September 30, 2004 and March 31, 2004 were ¥102,760 million ($925,766 thousand) and ¥159,774 million, respectively. The aggregate carrying amount of such investments as of September 30, 2004 and March 31, 2004 were ¥94,648 million ($852,685 thousand) and ¥114,636 million, respectively.

 

As of September 30, 2004 and March 31, 2004, cumulative recognition of other-than-temporary declines in values of investments in certain affiliated companies resulted in the difference of ¥14,673 million ($132,189 thousand) and ¥28,379 million, respectively, between the carrying amount of the investment and the amount of underlying equity in net assets. In addition, equity method goodwill of ¥7,434 million ($66,973 thousand) is included in investments in certain affiliated companies as of September 30, 2004 and March 31, 2004.

 

On April 1, 2003, Renesas Technology Corp. (Renesas), which focuses on system LSI (Large Scale Integration) operations, was incorporated through a corporate split procedure, where the Semiconductor & Integrated Circuits operations of the Company and Mitsubishi Electric Corporation were spun-off. Although the Company owns 55% of the voting stock of Renesas, the Company accounts for the investment under the equity method of accounting as Mitsubishi Electric Corporation has substantive participating rights per joint venture agreement. Total assets and net assets of the operations as of April 1, 2003 amounted to approximately ¥596,118 million and ¥147,443 million, respectively.

 

(5) Inventories

Inventories as of September 30, 2004 and March 31, 2004 are summarized as follows:

 

     Millions of yen

   Thousands of
U.S. dollars


     September 30,
2004


   March 31,
2004


   September 30,
2004


Finished goods

   390,981    333,337    3,522,351

Work in process

   753,248    632,358    6,786,018

Raw materials

   184,358    157,711    1,660,883
    
  
  
     1,328,587    1,123,406    11,969,252
    
  
  

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2004

 

 

(6) Leases

The Company and certain subsidiaries are lessors of manufacturing machinery and equipment under operating lease arrangements with terms ranging from 3 to 6 years.

 

Machinery and equipment at cost under operating leases and accumulated depreciation as of September 30, 2004 amounted to ¥1,376,433 million ($12,400,297 thousand) and ¥1,046,648 million ($9,429,261 thousand), respectively. The leased assets are recorded at cost and depreciated using the straight-line method over their estimate useful lives.

 

The following table shows the future minimum lease receivables of non-cancelable operating leases as of September 30, 2004:

 

Years ending September 30


   Millions of
yen


  

Thousands of

U.S. dollars


2005

   67,304    606,342

2006

   51,441    463,433

2007

   33,393    300,838

2008

   18,140    163,424

2009

   6,682    60,198

Thereafter

   9,807    88,351
    
  

Total minimum payments to be received

   186,767    1,682,586
    
  

 

The Company and certain subsidiaries lease certain manufacturing machinery and equipment under operating lease arrangements.

 

The following table shows the future minimum lease payments of non-cancelable operating leases as of September 30, 2004:

 

Years ending September 30


   Millions of
yen


  

Thousands of

U.S. dollars


2005

   10,336    93,117

2006

   8,053    72,550

2007

   4,969    44,766

2008

   3,479    31,342

2009

   2,161    19,468

Thereafter

   8,067    72,676
    
  

Total minimum lease payments

   37,065    333,919
    
  

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2004

 

 

(7) Securitizations

For the six months ended September 30, 2004 and 2003, Hitachi Capital Corporation (HCC), a financing subsidiary, sold primarily lease receivables, to Special Purpose Entities (SPE), and the SPEs issued asset-backed commercial paper to investors. The investors and the SPEs have no recourse to HCC’s other assets for failure of debtors to pay when due. HCC retained servicing responsibilities and subordinated interests, but has not recorded a servicing asset or liability since the cost to service the receivables approximates the servicing income. The retained interests are not material and are subordinate to investor’s interests. For the six months ended September 30, 2004 and 2003, gains recognized on the sale of lease receivables amounted to ¥7,166 million ($64,559 thousand) and ¥5,885 million, respectively.

 

The table below summarizes certain cash flows received from and paid to the SPEs during the six months ended September 30, 2004 and 2003:

 

     Millions of yen

    Thousands of
U.S. dollars


 
     September 30,
2004


    September 30,
2003


    September 30,
2004


 

Proceeds from transfer of lease receivables

   180,791     128,216     1,628,748  

Servicing fees received

   11     10     99  

Purchases of delinquent or ineligible assets

   (10,813 )   (3,701 )   (97,414 )

 

Quantitative information about delinquencies, net credit losses, and components of lease receivables subject to transfer and other assets managed together as of and for the six months ended September 30, 2004 are as follows:

 

     Millions of yen

     September 30, 2004

     Total principal
amount of
receivables


    Principal
amount of
receivables
90 days or
more past due


  

Net credit

losses


Total assets managed or transferred:

               

Lease receivables

   1,048,893     622    485

Assets transferred

   (572,580 )         
    

        

Assets held in portfolio

   476,313           
    

        

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2004

 

 

     Thousands of U.S. dollars

     September 30, 2004

     Total principal
amount of
receivables


   

Principal

amount of

receivables

90 days or

more past due


   Net credit
losses


Total assets managed or transferred:

               

Lease receivables

   9,449,486     5,604    4,369

Assets transferred

   (5,158,378 )         
    

        

Assets held in portfolio

   4,291,108           
    

        

 

For the six months ended September 30, 2004 and 2003, the Company and certain subsidiaries sold trade receivables mainly to SPEs which securitized these receivables. In these securitizations, the Company and certain subsidiaries retained servicing responsibility. No servicing asset or liability has been recorded because the fees for servicing the receivables approximate the related costs. In addition, the Company and certain subsidiaries retained subordinated interests which were not material.

 

During the six months ended September 30, 2004 and 2003, proceeds from transfer of trade receivables were ¥551,553 million ($4,968,946 thousand) and ¥482,051 million, respectively, and losses recognized on those transfers were ¥1,649 million ($14,856 thousand) and ¥1,389 million, respectively.

 

(8) Goodwill and Other Intangible Assets

Intangible assets other than goodwill acquired during the six months ended September 30, 2004 and 2003 amounted to ¥86,339 million ($777,829 thousand) and ¥88,585 million, respectively, and related amortization expense during the six months ended September 30, 2004 and 2003 amounted to ¥63,855 million ($575,270 thousand) and ¥54,294 million, respectively. The main component of intangible assets subject to amortization was capitalized software. Amortization of capitalized computer software costs for software to be sold, leased or otherwise marketed is charged to cost of sales.

 

Intangible assets other than goodwill as of September 30, 2004 and March 31, 2004 are presented below:

 

     Millions of yen

     September 30, 2004

   March 31, 2004

     Gross
carrying
amount


   Accumulated
amortization


   Net carrying
amount


   Gross
carrying
amount


   Accumulated
amortization


   Net carrying
amount


Amortized intangible assets

                             

Software

   366,746    246,546    120,200    335,808    218,972    116,836

Software for internal use

   348,431    172,637    175,794    326,745    151,955    174,790

Other

   156,706    72,645    84,061    149,370    59,414    89,956
    
  
  
  
  
  
     871,883    491,828    380,055    811,923    430,341    381,582
    
  
  
  
  
  

Unamortized intangible assets

   16,688    -    16,688    13,618    -    13,618

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2004

 

 

     Thousands of U.S. dollars
     September 30, 2004
     Gross
Carrying
amount
   Accumulated
amortization
   Net carrying
amount

Amortized intangible assets

              

Software

   3,304,018    2,221,135    1,082,883

Software for internal use

   3,139,018    1,555,288    1,583,730

Other

   1,411,766    654,460    757,306
    
  
  
     7,854,802    4,430,883    3,423,919
    
  
  

Unamortized intangible assets

   150,342    -    150,342

 

The changes in the carrying amount of goodwill for the six months ended September 30, 2004 and 2003 are as follows:

 

Millions of yen
    

March 31,

2004

   Acquired
during the
period
   Impairment
loss
   

Transfer

due to
divestiture

   

Translation
adjustment

and other

   

September 30,

2004

Goodwill

   53,478    4,404    (2,421 )   -     1,480     56,941

 

Thousands of U.S. dollars

    

March 31,

2004

   Acquired
during the
period
   Impairment
loss
   

Transfer

due to
divestiture

    Translation
adjustment
and other
   

September 30,

2004

Goodwill

   481,784    39,676    (21,811 )   -     13,333     512,982

 

Millions of yen

    

March 31,

2003

   Acquired
during the
period
   Impairment
loss
   

Transfer

due to
divestiture

   

Translation
adjustment

and other

   

September 30,

2003

Goodwill

   60,317    7,496    (1,169 )   (8,232 )   (1,818 )   56,594

 

(9) Restricted Assets

One of the subsidiaries provides its investment in subsidiary as a collateral for bank loans of ¥822 million ($7,405 thousand). The pertinent information of the collateralized investment as of September 30, 2004 is as follows:

 

Investment in Subsidiary   

Number of

shares
owned

in thousand

  

Percentage
of ownership

  

Collateralized
number of
shares

in thousand

  

Fair value

as of September 30, 2004


           

Millions

of yen

  

Thousands of

U.S. dollars

Hitachi Powdered Metals Co., Ltd.

   17,072    53.4%    2,000    1,326    11,946

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2004

 

 

(10) Commitments and Contingencies

The Company and its operating subsidiaries are contingently liable for loan guarantees to its affiliates in the amount of approximately ¥34,892 million ($314,342 thousand) as of September 30, 2004.

 

Hitachi Capital Corporation (HCC), a financing subsidiary of the Company, provides guarantees to financial institutions for extending loans to customers of HCC. As of September 30, 2004, the undiscounted maximum potential future payments under such guarantees amounted to ¥568,480 million ($5,121,441 thousand). The Company has accrued ¥5,047 million ($45,468 thousand) as an obligation to stand ready to perform over the term of the guarantees.

 

HCC provides certain revolving lines of credit to its credit card holders in accordance with the terms of the credit card business customer service contracts. Furthermore, HCC provides credit facilities to parties in accordance with the service agency business contracts from which temporary payments on behalf of such parties are made. In addition, the Company and HCC provide loan commitments to their affiliates and other.

 

The outstanding balance of these revolving lines of credit, credit facilities and loan commitments as of September 30, 2004 is as follows:

 

     Millions of
yen


    Thousands of
U.S.dollars


 

Total commitment available

   659,234     5,939,045  

Amount utilized

   (14,428 )   (129,982 )
    

 

Balance available

   644,806     5,809,063  
    

 

 

A portion of these revolving lines of credit is pending credit approval, and cannot be utilized.

 

The Company and certain subsidiaries hold line of credit arrangements with banks in order to a secure source of working capital. The unused lines of credit as of September 30, 2004 amounted to ¥187,180 million ($1,686,306 thousand).

 

The Company and its subsidiaries generally warrant its products over respective warranty periods. The accrued product warranty costs are based primarily on historical experience of actual warranty claims. The changes in accrued product warranty costs for the six months ended September 30, 2004 and 2003 are summarized as follows:

 

     Millions of yen

   

Thousands of

U.S. dollars


 
     September 30,
2004


    September 30,
2003


    September 30,
2004


 

Balance at beginning of period

   107,774     105,297     970,937  

Expense recognized upon issuance of warranties

   32,882     21,858     296,234  

Payment of cash or in kind

   (25,799 )   (23,507 )   (232,423 )

Other, including effect of foreign currency translation

   943     (1,374 )   8,495  
    

 

 

Balance at end of period

   115,800     102,274     1,043,243  
    

 

 

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2004

 

 

It is a common practice in Japan for companies, in the ordinary course of business, to receive promissory notes in the settlement of trade accounts receivable and to subsequently discount such notes to banks or to transfer them by endorsement to suppliers in the settlement of accounts payable.

 

As of September 30, 2004 and March 31, 2004, the Company and subsidiaries were contingently liable for trade notes discounted and endorsed in the following amounts:

 

     Millions of yen

   Thousands of
U.S. dollars


     September 30,
2004


   March 31,
2004


   September 30,
2004


Notes discounted

   3,879    3,839    34,946

Notes endorsed

   10,593    15,592    95,432
    
  
  
     14,472    19,431    130,378
    
  
  

 

The Company and certain subsidiaries are subject to several legal proceedings and claims which have arisen in the ordinary course of business and have not been finally adjudicated. These actions when ultimately concluded and determined will not, in the opinion of the management, have a material adverse effect on the financial position and results of operations of the Company and certain subsidiaries.

 

(11) Impairment Losses for Long-Lived Assets

Certain subsidiaries recognized impairment losses for long-lived assets for the six months ended September 30, 2004 in the amount of ¥7,996 million ($72,036 thousand). The majority of the impairment losses were recorded on long-lived property, plant and equipment located in Japan, which primarily consisted of ¥5,451 million ($49,108 thousand) in the Electronic Devices division. These losses, in part, were the result of change in the manner the assets were used.

 

(12) Restructuring Charges

Certain losses incurred in the reorganization of the certain subsidiaries’ operations are considered as restructuring charges. Components and related amounts of the restructuring charges, before the related tax effects, for the six months ended September 30, 2004 and 2003 are as follows:

 

     Millions of yen

   Thousands of
U.S. dollars


     September 30,
2004


   September 30,
2003


   September 30,
2004


Special termination benefits

   3,261    3,357    29,378

Loss on fixed assets

   616    6,960    5,550
    
  
  

Total restructuring charges

   3,877    10,317    34,928
    
  
  

 

Certain subsidiaries provided special termination benefits to those employees voluntarily leaving the companies. The accrued special termination benefits were recognized at the time voluntary termination was offered and benefits accepted by the employees. An analysis of the accrued special termination benefits for the six months ended September 30, 2004 and 2003 is as follows:

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2004

 

 

     Millions of yen

    Thousands of
U.S. dollars


 
     September 30,
2004


    September 30,
2003


    September 30,
2004


 

Balance at beginning of period

   908     -     8,180  

New charges

   3,261     3,357     29,378  

  (employees to be terminated)

   259     518     -  

Cash payments

   (3,682 )   (1,593 )   (33,171 )

  (employees actually terminated)

   332     345     -  
    

 

 

Balance at end of period

   487     1,764     4,387  
    

 

 

 

The restructuring charges for the six months ended September 30, 2004 mainly consist of special termination benefits for the early terminated employees of domestic subsidiaries of Information and Telecommunication Systems division. The restructuring took place as a part of the subsidiaries’ efforts to further streamline the operations.

 

The following represent significant restructuring activities for the six months ended September 30, 2003 by business line:

 

  1. Digital Media & Consumer Products division restructured its consumer products plants and related distribution network in order to address the general weakness in consumer demand primarily, in Japan. The accrued special termination benefits newly charged amounted to ¥2,177 million. The liabilities for special termination benefits in the amount to ¥1,764 million were paid by March 2004. Total restructuring charges amounted to ¥3,011 million.

 

  2. High Functional Materials & Components division restructured its semiconductor packaging materials operations because the business environment took a dramatic downturn in Japan. The accrued special termination benefits newly charged amounted to ¥1,180 million and were paid by September 30, 2003. Total restructuring charges amounted to ¥7,306 million.

 

(13) Other Income and Other Deductions

“Other income” for the six months ended September 30, 2004 includes ¥10,117 million ($91,144 thousand) of equity in earnings of affiliated companies, net gain on securities in the amount of ¥8,926 million ($80,414 thousand) and foreign currency transaction gain of ¥5,373 million ($48,405 thousand).

 

“Other income” for the six months ended September 30, 2003 includes the net gain on securities in the amount of ¥97,957 million.

“Other deductions” for the six months ended September 30, 2003 includes foreign currency transaction loss of ¥12,216 million and ¥2,245 million of equity in losses of affiliated companies.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2004

 

 

(14) Net Income Per Share Information

The reconciliations of the numbers and the amounts used in the basic and diluted net income per share computations for the six months ended September 30, 2004 and 2003 are as follows:

 

     Number of shares

     September 30,
2004


   September 30,
2003


Weighted average number of shares on which basic net income per share is calculated

   3,297,808,425    3,309,174,874

Effect of dilutive securities:

         

6th series convertible debentures

   -    -

7th series convertible debentures

   128,237,727    -

Stock option

   277,974    31,184
    
  

Number of shares on which diluted net income per share is calculated

   3,426,324,126    3,309,206,058
    
  

 

     Millions of yen

    Thousands of
U.S. dollars


 
     September 30,
2004


    September 30,
2003


    September 30,
2004


 

Net income applicable to common stockholders

   41,158     5,384     370,793  

Effect of dilutive securities:

                  

6th series convertible debentures

   -     -     -  

7th series convertible debentures

   1,445     -     13,018  

Other

   (12 )   (137 )   (108 )
    

 

 

Net income on which diluted net income per share is calculated

   42,591     5,247     383,703  
    

 

 

Net income per share:

 

   Yen

    U.S. dollars

 

Basic

   12.48     1.63     0.11  

Diluted

   12.43     1.59     0.11  

 

The net income per share computation for the six months ended September 30, 2003 excludes 6th and 7th series convertible debentures because their effect would have been antidilutive. In addition, 6th and 7th series convertible debentures were redeemed in September 2003 and September 2004, respectively.

 

(15) Derivative Instruments and Hedging Activities

Overall risk profile

The major manufacturing bases of the Company and its subsidiaries are located in Japan and Asia. The selling bases are located globally, and the Company and its subsidiaries generate approximately 35% of their sales from overseas. These overseas sales are mainly denominated in the U.S. dollar or Euro. As a result, the Company and its subsidiaries are exposed to market risks from changes in foreign currency exchange rates.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2004

 

 

The Company’s financing subsidiaries in London, New York and Singapore issue U.S. dollar denominated, variable rate, medium-term notes mainly through the Euro markets to finance its overseas long-term operating capital. As a result, the Company and its subsidiaries are exposed to market risks from changes in foreign currency exchange rates and interest rates.

 

The Company and its subsidiaries are also exposed to credit-related losses in the event of non-performance by counterparties to derivative financial instruments, but it is not expected that any counterparties will fail to meet their obligations because most of the counterparties are internationally recognized financial institutions and contracts are diversified into a number of major financial institutions.

 

Risk management policy

The Company and its subsidiaries assess foreign currency exchange rate risk and interest rate risk by continually monitoring changes in these exposures and by evaluating hedging opportunities. It is the Company’s principal policy that the Company and its subsidiaries do not enter into derivative financial instruments for speculation purposes.

 

Foreign currency exchange rate risk management

The Company and its subsidiaries have assets and liabilities which are exposed to foreign currency exchange rate risk and, as a result, they enter into forward exchange contracts and cross currency swap agreements for the purpose of hedging these risk exposures.

 

In order to fix the future net cash flows principally from trade receivables and payables recognized, which are denominated in foreign currencies, the Company and its subsidiaries on a monthly basis measure the volume and due date of future net cash flows by currencies. In accordance with the Company’s policy, a certain portion of measured net cash flows is covered using forward exchange contracts, which principally mature within one year.

 

The Company and its subsidiaries enter into cross currency swap agreements with the same maturities as underlying debt to fix cash flows from long-term debt denominated in foreign currencies. The hedging relationship between the derivative financial instrument and its hedged item is highly effective in achieving offsetting changes in foreign currency exchange rates.

 

Interest rate risk management

The Company’s and certain subsidiaries’ exposure to interest rate risk is related principally to long-term debt obligations. Management believes it is prudent to minimize the variability caused by interest rate risk.

 

To meet this objective, the Company and certain subsidiaries principally enter into interest rate swaps to manage fluctuations in cash flows. The interest rate swaps entered into are receive-variable, pay-fixed interest rate swaps. Under the interest rate swaps, the Company and certain subsidiaries receive variable interest rate payments on long-term debt associated with medium-term notes and make fixed interest rate payments, thereby creating fixed interest rate long-term debt.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2004

 

 

The Company and certain financing subsidiaries mainly finance a portion of their operations by long-term debt with a fixed interest rate and lend funds at variable interest rates. Therefore, such companies are exposed to interest rate risk. Management believes it is prudent to minimize the variability caused by interest rate risk. To meet this objective, the Company and certain financing subsidiaries principally enter into interest rate swaps converting the fixed rate to the variable rate to manage fluctuations in fair value resulting from interest rate risk. Under the interest rate swaps, the Company and certain financing subsidiaries receive fixed interest rate payments associated with medium-term notes and make variable interest rate payments, thereby creating variable-rate long-term debt.

 

The hedging relationship between the interest rate swaps and its hedged item is highly effective in achieving offsetting changes in cash flows and fair value resulting from interest rate risk.

 

Fair value hedge

Changes in fair value of both recognized assets and liabilities, and derivative financial instruments designated as fair value hedges of these assets and liabilities are recognized in other income (deductions). Derivative financial instruments designated as fair value hedges include forward exchange contracts associated with operating transactions, cross currency swap agreements and interest rate swaps associated with financing transactions.

 

Interest charges for the six months ended September 30, 2004 and 2003 include losses of ¥588 million ($5,297 thousand) and losses of ¥448 million, respectively, which represents the component excluded from the assessment of hedge effectiveness.

 

Cash flow hedge

 

Foreign Currency Exposure

Changes in fair value of forward exchange contracts designated and qualifying as cash flow hedges of forecasted transactions are reported in accumulated other comprehensive income (AOCI). These amounts are reclassified into earnings in the same period as the hedged items affect earnings.

 

The net gain or loss related to the ineffective portion of hedging instruments and the portion of hedging instruments excluded from the assessment of hedge effectiveness is not material for the six months ended September 30, 2004 and 2003.

 

As of September 30, 2004, the maximum length of time over which the Company and its subsidiaries are hedging their exposure to the variability in future cash flows associated with foreign currency forecasted transactions is approximately 45 months.

 

Interest Rate Exposure

Changes in fair values of interest rate swaps designated as hedging instruments for the variability of cash flows associated with long-term debt obligations are reported in AOCI. These amounts subsequently are reclassified into interest charges as a yield adjustment in the same period in which the hedged debt obligations affect earnings.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2004

 

 

Interest charges for the six months ended September 30, 2004 and 2003 include losses of ¥138 million ($1,243 thousand) and losses of ¥127 million, respectively, which represents the component of the hedging ineffectiveness. Interest charges for the six months ended September 30, 2003 include losses of ¥244 million which represents the component excluded from the assessment of hedge effectiveness. The net gain or loss related to the portion of the hedging instruments excluded from the assessment of hedge effectiveness is not material for the six months ended September 30, 2004.

 

The contract or notional amounts of derivative financial instruments held as of September 30, 2004 and March 31, 2004 are summarized as follows:

 

     Millions of yen

   Thousands of
U.S. dollars


     September 30,
2004


   March 31,
2004


   September 30,
2004


Forward exchange contracts:

              

To sell foreign currencies

   299,688    235,750    2,699,892

To buy foreign currencies

   57,035    29,462    513,829

Cross currency swap agreements:

              

To sell foreign currencies

   43,638    23,896    393,135

To buy foreign currencies

   142,984    132,842    1,288,144

Interest rate swaps

   575,578    445,609    5,185,387

Option contracts

   7,014    8,708    63,189

 

(16) Fair Value of Financial Instruments

The following methods and assumptions are used to estimate the fair values of financial instruments:

 

Investment in securities

The fair value of investment in securities is estimated based on quoted market prices for these or similar securities.

 

Long-term debt

The fair value of long-term debt is estimated based on quoted market prices or the present value of future cash flows using the Company’s and subsidiaries’ incremental borrowing rates for similar borrowing arrangements.

 

Cash and cash equivalents, Trade receivables, Short-term debt and Trade payables

The carrying amount approximates the fair value because of the short maturity of these instruments.

 

Derivative financial instruments

The fair values of forward exchange contracts, cross currency swap agreements, interest rate swaps and option contracts are estimated on the basis of the market prices of derivative financial instruments with similar contract conditions.

 

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HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2004

 

 

The carrying amounts and estimated fair values of the financial instruments as of September 30, 2004 and March 31, 2004 are as follows:

 

     Millions of yen

 
     September 30, 2004

    March 31, 2004

 
     Carrying
amounts


    Estimated
fair values


    Carrying
amounts


   

Estimated

fair values


 

Investment in securities:

                        

Short-term investments

   152,321     152,321     177,949     177,949  

Investments and advances

   300,656     300,668     312,484     312,489  

Derivatives (Assets):

                        

Forward exchange contracts

   511     511     3,422     3,422  

Cross currency swap agreements

   536     536     1,961     1,961  

Interest rate swaps

   1,801     1,801     2,024     2,024  

Option contracts

   0     0     3     3  

Long-term debt

   (1,767,991 )   (1,778,606 )   (1,873,749 )   (1,893,728 )

Derivatives (Liabilities):

                        

Forward exchange contracts

   (4,424 )   (4,424 )   (353 )   (353 )

Cross currency swap agreements

   (6,144 )   (6,144 )   (8,610 )   (8,610 )

Interest rate swaps

   (4,154 )   (4,154 )   (3,669 )   (3,669 )

Option contracts

   (62 )   (62 )   (60 )   (60 )
     Thousands of U.S. dollars

             
     September 30, 2004

             
     Carrying
amounts


   

Estimated

fair values


             

Investment in securities:

                        

Short-term investments

   1,372,261     1,372,261              

Investments and advances

   2,708,613     2,708,721              

Derivatives (Assets):

                        

Forward exchange contracts

   4,604     4,604              

Cross currency swap agreements

   4,829     4,829              

Interest rate swaps

   16,225     16,225              

Option contracts

   0     0              

Long-term debt

   (15,927,846 )   (16,023,477 )            

Derivatives (Liabilities):

                        

Forward exchange contracts

   (39,856 )   (39,856 )            

Cross currency swap agreements

   (55,351 )   (55,351 )            

Interest rate swaps

   (37,423 )   (37,423 )            

Option contracts

   (559 )   (559 )            

 

It is not practicable to estimate the fair value of investments in unlisted common stock because of the lack of a market price and difficulty in estimating fair value without incurring excessive cost. The carrying amounts of these investments at September 30, 2004 and March 31, 2004 totaled ¥78,109 million ($703,685 thousand) and ¥77,242 million, respectively.

 

32


Table of Contents

HITACHI, LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

Six months ended September 30, 2004

 

 

(17) Subsequent Events

On September 21, 2004, the Company announced, pursuant to the decision by the President, Chief Executive Officer and Director, the issuance of Euro Yen Zero Coupon Convertible Bond. On October 19, 2004, the bonds were issued, consisting of ¥50,000 million ($450,450 thousand) Series A Zero Coupon Convertible Bonds due 2009 (“Series A Convertible Bonds”) and ¥50,000 million ($450,450 thousand) Series B Zero Coupon Convertible Bonds due 2009 (“Series B Convertible Bonds”).

 

The bondholders are entitled to the stock acquisition rights effective from November 2, 2004 to October 5, 2009. The bonds are due October 19, 2009. The initial conversion price is ¥1,009 ($9.09) per share, which will be adjusted to no less than ¥822 ($7.41) on October 19, 2005 and October 19, 2007 for Series A Convertible Bonds, and April 19, 2006 and April 19, 2008 for Series B Convertible Bond.

 

During the conversion period, the bondholders may exercise the stock acquisition rights anytime after the closing price of the Company’s shares at the Tokyo Stock Exchange on at least one trading day is 115 percent or more of the then applicable conversion price rounded down to the nearest yen. In addition, the bondholders are entitled, at its option, to require the Company to redeem the bonds at a redemption price of 100 percent of the principal amount on October 17, 2008.

 

The Company plans to use the proceeds from the bonds for research and development and capital investments on prospected business.

 

33


Table of Contents

SEGMENT INFORMATION

Industry Segment

Hitachi, Ltd. and Subsidiaries

Six months ended September 30, 2004 and 2003

 

     Millions of yen

    Millions of
U.S. dollars


    (A)/(B)  
     2004(A)     2003 (B)     2004     × 100  


Revenues:                         

Information & Telecommunication Systems

   1,071,736
(21%
 
)
  1,053,279
(22%
 
)
  9,655     102 %
    

 

 

 

Electronic Devices

   692,078
(13%
 
)
  607,529
(13%
 
)
  6,235     114  
    

 

 

 

Power & Industrial Systems

   1,120,895
(22%
 
)
  1,073,439
(22%
 
)
  10,098     104  
    

 

 

 

Digital Media & Consumer Products

   646,112
(13%
 
)
  585,411
(12%
 
)
  5,821     110  
    

 

 

 

High Functional Materials & Components

   740,423
(14%
 
)
  622,206
(13%
 
)
  6,671     119  
    

 

 

 

Logistics, Services & Others

   610,317
(12%
 
)
  612,969
(13%
 
)
  5,498     100  
    

 

 

 

Financial Services

   270,778
(5%
 
)
  267,923
(5%
 
)
  2,439     101  
    

 

 

 

Subtotal

   5,152,339
(100%
 
)
  4,822,756
(100%
 
)
  46,417     107  
    

 

 

 

Eliminations and Corporate Items

   (822,404 )   (781,349 )   (7,409 )   -  
    

 

 

 

Total

   4,329,935     4,041,407     39,008     107 %
    

 

 

 

Operating Income (Loss):                         

Information & Telecommunication Systems

   28,961
(21%
 
)
  5,399
(15%
 
)
  261     536 %
    

 

 

 

Electronic Devices

   30,056
(22%
 
)
  3,675
(11%
 
)
  271     818  
    

 

 

 

Power & Industrial Systems

   10,088
(8%
 
)
  7,935
(23%
 
)
  91     127  
    

 

 

 

Digital Media & Consumer Products

   10,618
(8%
 
)
  728
(2%
 
)
  95     1,459  
    

 

 

 

High Functional Materials & Components

   40,328
(29%
 
)
  9,233
(26%
 
)
  363     437  
    

 

 

 

Logistics, Services & Others

   7,528
(5%
 
)
  (397
(-1%
)
)
  68     -  
    

 

 

 

Financial Services

   9,988
(7%
 
)
  8,195
(24%
 
)
  90     122  
    

 

 

 

Subtotal

   137,567
(100%
 
)
  34,768
(100%
 
)
  1,239     396  
    

 

 

 

Eliminations and Corporate Items

   (10,235 )   (14,529 )   (92 )   -  
    

 

 

 

Total

   127,332     20,239     1,147     629 %
    

 

 

 

 

Notes: 1. Revenues by industry segment include intersegment transactions.
     2. SEGMENT INFORMATION is disclosed in accordance with a ministerial ordinance under the Securities and Exchange Law of Japan.
     3. In order to be consistent with financial reporting principles and practices generally accepted in Japan, operating income(loss) is presented as total revenues less cost of sales and selling, general and administrative expenses. Hitachi believes that this presentation may be useful in understanding Hitachi’s results of operations. Under accounting principles generally accepted in the United States of America, restructuring charges, net gain or loss on sale and disposal of rental assets and other property, impairment losses and special termination benefits are included as part of operating income (loss). See the consolidated statements of operations and notes 11, 12 and 13 to the consolidated financial statements.
     4. The figures in this information are expressed in yen and, solely for the convenience of the reader, have been translated into United States dollars at the rate of ¥111=U.S.$1, the approximate exchange rate prevailing on the Tokyo Foreign Exchange Market as of September 30, 2004.

 

34


Table of Contents

Geographic Segment

Hitachi, Ltd. and Subsidiaries

Six months ended September 30, 2004 and 2003

 

     Millions of yen

    Millions of
U.S. dollars


   

(A)/(B)

× 100

 
     2004(A)     2003 (B)     2004    


Revenues:                         

Japan

                        

Outside customer sales

   3,128,385     2,964,920     28,183     106 %
     (62% )   (64% )            

Intersegment transactions

   482,620     413,478     4,348     117  
     (10% )   (9% )            

Total

   3,611,005     3,378,398     32,531     107  
     (72% )   (73% )            
    

 

 

 

Asia

                        

Outside customer sales

   530,416     455,943     4,779     116  
     (10% )   (10% )            

Intersegment transactions

   193,389     144,482     1,742     134  
     (4% )   (3% )            

Total

   723,805     600,425     6,521     121  
     (14% )   (13% )            
    

 

 

 

North America

                        

Outside customer sales

   391,422     399,425     3,526     98  
     (8% )   (9% )            

Intersegment transactions

   14,968     12,890     135     116  
     (0% )   (0% )            

Total

   406,390     412,315     3,661     99  
     (8% )   (9% )            
    

 

 

 

Europe

                        

Outside customer sales

   230,687     182,461     2,078     126  
     (5% )   (4% )            

Intersegment transactions

   10,319     19,622     93     53  
     (0% )   (0% )            

Total

   241,006     202,083     2,171     119  
     (5% )   (4% )            
    

 

 

 

Other Areas

                        

Outside customer sales

   49,025     38,658     442     127  
     (1% )   (1% )            

Intersegment transactions

   1,882     1,155     17     163  
     (0% )   (0% )            

Total

   50,907     39,813     459     128  
     (1% )   (1% )            
    

 

 

 

Subtotal

   5,033,113     4,633,034     45,343     109  
     (100% )   (100% )            
    

 

 

 

Eliminations and Corporate Items

   (703,178 )   (591,627 )   (6,335 )   -  
    

 

 

 

Total

   4,329,935     4,041,407     39,008     107 %
    

 

 

 

 

35


Table of Contents

 

    

Millions of yen


    Millions of
U.S. dollars


   

(A)/(B)

× 100

 
     2004 (A)     2003 (B)     2004    


Operating Income (Loss):

                        

Japan

   106,160
(71%
 
)
  37,208
(79%
 
)
  956     285 %
    

 

 

 

Asia

   25,105
(17%
 
)
  (513
(-1%
)
)
  226     -  
    

 

 

 

North America

   7,548
(5%
 
)
  1,714
(4%
 
)
  68     440  
    

 

 

 

Europe

   7,858
(5%
 
)
  7,188
(15%
 
)
  71     109  
    

 

 

 

Other Areas

   2,214
(2%
 
)
  1,368
(3%
 
)
  20     162  
    

 

 

 

Subtotal

   148,885
(100%
 
)
  46,965
(100%
 
)
  1,341     317  
    

 

 

 

Eliminations and Corporate Items

   (21,553 )   (26,726 )   (194 )   -  
    

 

 

 

Total

   127,332     20,239     1,147     629 %
    

 

 

 

Revenues by Market

Hitachi, Ltd. and Subsidiaries

Six months ended September 30, 2004 and 2003

 

 

 

 

    

Millions of yen


    Millions of
U.S. dollars


   

(A)/(B)

× 100

 
     2004 (A)     2003 (B)     2004    


Domestic revenues

   2,709,295
(63%
 
)
  2,636,362
(65%
 
)
  24,408     103 %
    

 

 

 

Overseas revenues

                        

Asia

   694,304
(16%
 
)
  553,783
(14%
 
)
  6,255     125  
    

 

 

 

North America

   442,531
(10%
 
)
  428,218
(11%
 
)
  3,987     103  
    

 

 

 

Europe

   346,287
(8%
 
)
  303,458
(7%
 
)
  3,119     114  
    

 

 

 

Other Areas

   137,518
(3%
 
)
  119,586
(3%
 
)
  1,239     115  
    

 

 

 

Subtotal

   1,620,640
(37%
 
)
  1,405,045
(35%
 
)
  14,600     115  
    

 

 

 

Total

   4,329,935
(100%
 
)
  4,041,407
(100%
 
)
  39,008     107 %
    

 

 

 

 

36


Table of Contents

FOR IMMEDIATE RELEASE

 

 

Hitachi to Purchase Clarion Shares

 

 

Tokyo, December 27, 2004 — Hitachi, Ltd. (NYSE:HIT / TSE:6501) today announced that Hitachi and HBK Master Fund L.P. reached a contract that Hitachi will purchase 40,707,000 shares (14.52% of total voting rights) of Clarion Co., Ltd. (TSE:6796) from HBK Master Fund L.P.

 

Upon this purchase, Hitachi will become the largest shareholder of Clarion.

 

 

 

 

About Hitachi, Ltd.

 

Hitachi, Ltd., (NYSE:HIT) headquartered in Tokyo, Japan, is a leading global electronics company, with approximately 326,000 employees worldwide. Fiscal 2003 (ended March 31, 2004) consolidated sales totaled 8,632.4 billion yen ($81.4 billion). The company offers a wide range of systems, products and services in market sectors, including information systems, electronic devices, power and industrial systems, consumer products, materials and financial services. For more information on Hitachi, please visit the company’s Web site at http://www.hitachi.com.

 

 

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